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420 Arbitration agreements to which bankrupt is party

...Arbitration agreements to which bankrupt is party This section applies where a bankrupt had become party to a contract containing an arbitration agreement before the commencement of his or her bankruptcy. If the Official Assignee adopts the contract, the arbitration agreement is enforceable by or against the Official Assignee in relation to matters arising from or connected with the contract. If the Official Assignee does not adopt the contract and a matter to which the arbitration agreement applies requires to be determined in connection with or for the purposes of the bankruptcy proceedings — the Official Assignee; or any other party to the agreement, may apply to the Court which may, if the Court thinks fit in all the circumstances of the case, order that the matter be referred to arbitration in accordance with the arbitration agreement. ...

178 Power of liquidator to accept shares, etc., as consideration for sale of property of company

...Power of liquidator to accept shares, etc., as consideration for sale of property of company Where it is proposed that the whole or part of the business or property of a company (called in this section the company) be transferred or sold to another corporation (called in this section the corporation), the liquidator of the company may, with the sanction of a special resolution of the company conferring either a general authority on the liquidator or an authority in respect of any particular arrangement — receive in compensation or part compensation for the transfer or sale, any shares, debentures, policies or other like interests in the corporation for distribution among the members of the company; or enter into any other arrangement under which the members of the company may, in lieu of or in addition to receiving cash, shares, debentures, policies or other like interests in the corporation, participate in the profits of or receive any other benefit from the corporation. Any transfer, sale or arrangement mentioned in subsection (1) is binding on the members of the company. If any member of the company expresses the member's dissent to the resolution mentioned in subsection (1) in writing addressed to the liquidator and left at the registered office of the liquidator within 7 days after the passing of the resolution, the member may require the liquidator either — to abstain from carrying the resolution into effect; or to purchase the member's interest at a price to be determined by agreement or by arbitration in the manner provided by this section. If the liquidator elects to purchase the member's interest, the purchase money must be paid before the company is dissolved and be raised by the liquidator in such manner as is determined by special resolution. A special resolution is not invalid for the purposes of this section by reason that it is passed before or concurrently with a resolution for voluntary winding up or for appointing liquidators, but if an order for winding up the company by the Court is made within a year after the passing of the resolution, the resolution is not valid unless sanctioned by the Court. For the purposes of an arbitration under this section, the Arbitration Act (Cap. 10) applies as if there were a submission for reference to 2 arbitrators, one to be appointed by each party, and the appointment of an arbitrator may be made under the hand of the liquidator or, if there is more than one liquidator, under the hands of any 2 or more of the liquidators. The Court may give any directions necessary for the initiation and conduct of an arbitration under this section, and such direction is binding on the parties. In the case of a creditors' voluntary winding up, the powers of the liquidator under this section must not be exercised except with the approval of the Court or the committee of inspection. ...

116 Trade union representation on behalf of members who are creditors and employees of company

...Trade union representation on behalf of members who are creditors and employees of company Where employees of a company — are creditors, by reason that wages or salary are payable to them whether by way of allowance or reimbursement under contracts of employment or any award or agreement regulating conditions of employment or otherwise; and are members of a trade union that is recognised by the company under the Industrial Relations Act (Cap. 136), it is sufficient compliance by the judicial manager with sections 105, 107 and 108 if the notice, statement of proposals and revised proposals mentioned in those sections are sent to the trade union representing the employees. A trade union to which subsection (1) applies — is entitled to represent any such employees at a meeting of creditors summoned under section 107(1) or, with the leave of the Court, to apply to the Court under section 115 on their behalf; and may make representations to the judicial manager on behalf of those employees, in respect of any matter connected with or arising from the continuation or termination of their contracts of employment, or any matter relating to any award made by the Industrial Arbitration Court under the Industrial Relations Act or any collective agreement certified under that Act that affects those employees. ...

401 Disabilities of bankrupt

...Disabilities of bankrupt Where a bankrupt has not obtained his or her discharge — unless the bankrupt has obtained the previous sanction of the Official Assignee, the bankrupt is incompetent to commence, continue or defend — any action other than — an action for damages in respect of any injury to the bankrupt's person; or a matrimonial proceeding; or any appeal arising from any action referred to in sub-paragraph (i); and the bankrupt must not leave, or remain or reside outside, Singapore without the previous permission of the Official Assignee. Despite subsection (1)( a ), the bankrupt must notify the Official Assignee of any proceedings mentioned in subsection (1)( a )(i)(A) or (B), or any appeal arising from any such proceedings, not later than 3 days before commencing, continuing or defending the proceedings or appeal, as the case may be. A bankrupt who fails to comply with this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both. In this section — action and proceedings include arbitration; matrimonial proceeding means — a proceeding under Part VIII, IX or X of the Women's Charter; or a proceeding mentioned in section 35(2)( a ), ( b ), ( c ), ( d ) or ( e ) or 35A of the Administration of Muslim Law Act (Cap. 3). ...

378 General powers of Official Assignee

...General powers of Official Assignee The Official Assignee may exercise any of the following powers: carry on any business of the bankrupt so far as is necessary for winding it up beneficially; bring, institute or defend any action or legal proceedings relating to the property of the bankrupt; employ an advocate and solicitor to take any proceedings or do any business; accept, as the consideration for the sale of any property of the bankrupt, a sum of money payable at a future time, subject to such stipulations as to security or otherwise as the Official Assignee thinks fit; mortgage or pledge any part of the property of the bankrupt for the purpose of raising money for the payment of the bankrupt's debts; refer any dispute to arbitration, or compromise all debts, claims and liabilities, whether present or future, certain or contingent, liquidated or unliquidated, subsisting or supposed to subsist, between the bankrupt and any person who may have incurred any liability to the bankrupt, on the receipt of such sums payable at such times, and generally on such terms as are agreed on; make such compromise or other arrangement as is thought expedient with creditors or persons claiming to be creditors in respect of any debts provable under the bankruptcy; make such compromise or other arrangement as is thought expedient with respect to any claim arising out of or incidental to the property of the bankrupt, made or capable of being made on the Official Assignee by any person or by the Official Assignee on any person; divide in its existing form, amongst the creditors according to its estimated value, any property which from its peculiar nature or other special circumstances cannot be readily or advantageously sold. ...

FIRST SCHEDULE - Powers of judicial manager

...Section 99(4) Powers of judicial manager The judicial manager may exercise all or any of the following powers: power to take possession of, collect and get in the property of the company and, for that purpose, to take such proceedings as may seem to the judicial manager expedient; power to sell or otherwise dispose of the property of the company by public auction or private contract; power to borrow money and grant security for the borrowing over the property of the company; power to appoint a solicitor or accountant or other professionally qualified person to assist the judicial manager in the performance of the judicial manager's functions; power to bring or defend any action or other legal proceedings in the name and on behalf of the company; power to assign, in accordance with the regulations, the proceeds of an action arising under section 224, 225, 228, 238, 239 or 240; power to refer to arbitration any question affecting the company; power to effect and maintain insurances in respect of the business and property of the company; power to use the company's seal, if any; power to do all acts and to execute in the name and on behalf of the company any deed, receipt or other document; power to draw, accept, make and endorse any bill of exchange or promissory note in the name and on behalf of the company; power to appoint any agent to do any business which the judicial manager is unable to do himself or herself or which can more conveniently be done by an agent and power to employ and dismiss employees; power to do all such things (including the carrying out of works) as may be necessary for the realisation of the property of the company; power to make any payment which is necessary or incidental to the performance of the judicial manager's functions; power to carry on the business of the company; power to establish subsidiaries of the company; power to transfer to subsidiaries of the company the whole or any part of the business and property of the company; power to grant or accept a surrender of a lease or tenancy of any of the property of the company, and to take a lease or tenancy of any property required or convenient for the business of the company; power to make any arrangement or compromise on behalf of the company; power to call up any uncalled capital of the company; power to rank and claim in the bankruptcy, insolvency, sequestration or liquidation of any person indebted to the company and to receive dividends, and to accede to trust deeds for the creditors of any such person; power to make or defend an application for the winding up of a company; power to do all other things incidental to the exercise of the foregoing powers. ...

Derivations

... — 148 — Arbitration agreements to which bankrupt is party 420 — 148A — Costs 421 — 149 — Actions by Official Assignee and bankrupt's partners 422 — 150 — Action in aid of courts of Malaysia and designated countries 423 — 151 — Reciprocal recognition of Official Assignees 424 — 152 — Evidence of...

Explanatory Note

... prosecution of the bankrupt for a bankruptcy-related offence. PART 21 BANKRUPTCY MISCELLANEOUS PROVISIONS Clause 419 provides for the administration of insolvent estates of deceased persons. Clause 420 deals with the case where a bankrupt had become a party to a contract containing an arbitration agreement...

Power of liquidator to accept shares, etc., as consideration for sale of property of company

178.—(1) Where it is proposed that the whole or part of the business or property of a company (called in this section the company) be transferred or sold to another corporation (called in this section the corporation), the liquidator of the company may, with the sanction of a special resolution of the company conferring either a general authority on the liquidator or an authority in respect of any particular arrangement —

(a)	receive in compensation or part compensation for the transfer or sale, any shares, debentures, policies or other like interests in the corporation for distribution among the members of the company; or
(b)	enter into any other arrangement under which the members of the company may, in lieu of or in addition to receiving cash, shares, debentures, policies or other like interests in the corporation, participate in the profits of or receive any other benefit from the corporation.

(2) Any transfer, sale or arrangement mentioned in subsection (1) is binding on the members of the company.

(3) If any member of the company expresses the member’s dissent to the resolution mentioned in subsection (1) in writing addressed to the liquidator and left at the registered office of the liquidator within 7 days after the passing of the resolution, the member may require the liquidator either —

(a)	to abstain from carrying the resolution into effect; or
(b)	to purchase the member’s interest at a price to be determined by agreement or by arbitration in the manner provided by this section.

(4) If the liquidator elects to purchase the member’s interest, the purchase money must be paid before the company is dissolved and be raised by the liquidator in such manner as is determined by special resolution.

(5) A special resolution is not invalid for the purposes of this section by reason that it is passed before or concurrently with a resolution for voluntary winding up or for appointing liquidators, but if an order for winding up the company by the Court is made within a year after the passing of the resolution, the resolution is not valid unless sanctioned by the Court.

(6) For the purposes of an arbitration under this section, the Arbitration Act (Cap. 10) applies as if there were a submission for reference to 2 arbitrators, one to be appointed by each party, and the appointment of an arbitrator may be made under the hand of the liquidator or, if there is more than one liquidator, under the hands of any 2 or more of the liquidators.

(7) The Court may give any directions necessary for the initiation and conduct of an arbitration under this section, and such direction is binding on the parties.

(8) In the case of a creditors’ voluntary winding up, the powers of the liquidator under this section must not be exercised except with the approval of the Court or the committee of inspection.

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